By 2030, older adults will outnumber children with 25% of the population of the United States age 65 or older. There are major concerns about the impact on public health systems from increased care for those with declining medical and mental health. An equally important and growing concern is for quality of life in the majority of older adults who are aging typically but experiencing decline in cognitive function. Cognitive decline can begin in middle age and increase throughout the lifespan affecting many aspects of daily function. One of the more common current approaches to enhancing cognitive performance is use of video-games. There is evidence that action video games can improve selective attention generally and some non-action adaptive games have been shown to improve selective attention, processing speed and working memory. There are important advantages of game-based cognitive training including the ease of use at home which also provides for extended distributed practice and generally high engagement and motivation if the games are entertaining. Many current interventions successfully affect behavior in the specific domain targeted, but have demonstrated little far transfer to function outside the trained domain. We propose a project that uses video-games for cognitive enhancement that differ critically from those currently in use. Our training games use gaze to train attention which forces a constant level of engagement. Additionally, these games target specific attentional skills that are affected in typical aging (distraction and response inhibition). Evidence that interference from distraction affects executive and memory function as well as practical function such as driving safety suggests that if these games effectively improve response to distraction, this training may show far transfer effects to daily function. These games have been used successfully to train impaired attention including resistance to distraction in teens and young adults with developmental disorders and we expect that with some optimization they will be equally effective in use with older adults. We propose to use the 2-year planning period to conduct a clinical trial that aims: to identify and address any modifications of the games required for adaptation to diminished sensory abilities in older adults; to optimize training dosage and test timing of retention of effects; and to test and refine the battery of outcome assessments. A subsequent large sample randomized control trial of healthy adults aged 60-80 would employ: an active control group; an exploratory sub-sample of older adults with mild cognitive impairment; 4 levels of outcome assessment (primary measures of attention; EEG, FMRI, DTI biomarkers of change; assessment of cognitive function; assessment of practical function and perception of self-efficacy); and a long-term follow-up to assess risk of cognitive impairment and dementia. Our cross-disciplinary leadership team represents expertise in aging research, neuropsychology, geriatric mental health, imaging and imaging analysis, clinical trial methods, biostatistics and development and use of games for health-related assessment and intervention.